Common use of Qualified Retirement Clause in Contracts

Qualified Retirement. In the event the Participant’s employment with the Company and any subsidiary of the Company terminates by reason of a “Qualified Retirement”, the RSUs shall vest on a pro rata basis as of the employment termination date and shall settle in accordance with the original schedule set forth in Section 4 of the Agreement, in an amount equal to the following: (i) the number of RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the Qualified Retirement date since the Grant Date and (B) the denominator shall be the initial number of full months in the period during which vesting is required under the award (the “Restricted Period”), minus (ii) the number of RSUs granted on the Grant Date that have vested prior to the Qualified Retirement date. For purposes of this calculation, the number of months in the numerator in subsection (A) above shall include any partial month in which the Participant has been employed. For example, if the time elapsed between the Grant Date and the Qualified Retirement date is eight (8) months and five (5) days and the Participant has been employed for such entire period, the numerator in sub-section (A) above shall be nine (9). A “Qualified Retirement” shall mean ALTERNATIVE [a termination of employment on or after attainment of age fifty-five (55) with at least ten (10) years of continuous service or attainment of age sixty (60) with at least five (5) years of continuous service, provided that if the Company terminates the Participant’s employment, such termination is without cause, as determined by the Company in its sole discretion (“Cause”). The Participant shall also be deemed to have experienced a Qualified Retirement if the Company terminates the Participant’s employment without Cause and the Participant shall meet the age and service requirement set forth above during the severance period set forth in a written severance agreement with the Company. In the event the Participant’s termination of employment qualifies as a Qualified Retirement and the Participant also enters into a written severance agreement with the Company, the terms of this Section 8(c) or the terms of Section 8(b), whichever provides for greater benefits to the Participant, as determined by the Company in its sole discretion, shall be applied with respect to determining the vesting of the RSUs that are unvested as of the employment termination date. The pro-rated RSUs that vest upon a Qualified Retirement shall settle on the Settlement Date that would have applied had the pro-rated RSUs vested under the original schedule set forth in Section 4 of the Agreement] or [specific terms determined in advance by the Management Planning and Development Committee].

Qualified Retirement. In the event the Participant’s employment with the Company and any subsidiary of the Company terminates by reason of a “Qualified Retirement”, the RSUs shall vest on a pro rata basis as of the employment termination date and shall settle in accordance with the original schedule set forth in Section 4 of the Agreement, in an amount equal to the following: (i) the number of RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the Qualified Retirement date since the Grant Date and (B) the denominator shall be the initial number of full months in the period during which vesting is required under the award (the “Restricted Period”), minus (ii) the number of RSUs granted on the Grant Date that have vested prior to the Qualified Retirement date. For purposes of this calculation, the number of months in the numerator in subsection (A) above shall include any partial month in which the Participant has been employed. For example, if the time elapsed between the Grant Date and the Qualified Retirement date is eight (8) months and five (5) days and the Participant has been employed for such entire period, the numerator in sub-section (A) above shall be nine (9). A “Qualified Retirement” shall mean ALTERNATIVE [a termination of employment on or after attainment of age fifty-five (55) with at least ten (10) years of continuous service or attainment of age sixty (60) with at least five (5) years of continuous service, provided that if the Company terminates the Participant’s employment, such termination is without cause, as determined by the Company in its sole discretion (“Cause”). The Participant shall also be deemed to have experienced a Qualified Retirement if the Company terminates the Participant’s employment without Cause and the Participant shall meet the age and service requirement set forth above during the severance period set forth in a written severance agreement with the Company. In the event the Participant’s termination of employment qualifies as a Qualified Retirement and the Participant also enters into a written severance agreement with the Company, the terms of this Section 8(c) or the terms of Section 8(b), whichever provides for greater benefits to the Participant, as determined by the Company in its sole discretion, shall be applied with respect to determining the vesting of the RSUs that are unvested as of the employment termination date. The pro-rated RSUs that vest upon a Qualified Retirement shall settle on the Settlement Date that would have applied had the pro-rated RSUs vested under the original schedule set forth in Section 4 of the Agreement] or [specific terms determined in advance by the Management Planning and Development Committee].

Qualified Retirement. In the event the Participant’s employment with the Company and any subsidiary of the Company terminates by reason of a “Qualified Retirement”, Participant (a) shall continue to vest in the Option for a period of three (3) years following the Participant’s retirement date and (b) may exercise the Option, to the extent vested, at any time within the period of three (3) years following the Participant’s retirement date, but not beyond the original term of the Option, in both cases as long as no government regulations or rules are violated by such continued vesting or exercise period. To the extent unvested or unexercised at the end of the three (3) year period following the Participant’s retirement date, the RSUs Option shall vest on be forfeited. In the event the Participant’s termination of employment qualifies as a pro rata basis Qualified Retirement and the Participant also enters into a severance agreement with the Company, the terms of this Section 9 shall apply with respect to the vesting and exercise of the Option as of the employment termination date and shall settle in accordance with the original schedule set forth in Section 4 of the Agreement, in an amount equal to the following: (i) the number of RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the Qualified Retirement date since the Grant Date and (B) the denominator shall be the initial number of full months in the period during which vesting is required under the award (the “Restricted Period”), minus (ii) the number of RSUs granted on the Grant Date that have vested prior to the Qualified Retirement date. For purposes of this calculation, the number of months in the numerator in subsection (A) above shall include any partial month in which the Participant has been employed. For example, if the time elapsed between the Grant Date and the Qualified Retirement date is eight (8) months and five (5) days and the Participant has been employed for such entire period, the numerator in sub-section (A) above shall be nine (9). A “Qualified Retirement” shall mean ALTERNATIVE ALTERNATIVE: [a termination of employment on or after attainment of age fifty-five (55) with at least ten (10) years of continuous service or attainment of age sixty (60) with at least five (5) years of continuous service] [specific terms determined in advance by the Management Planning and Development Committee], provided that that: (i) if the Participant terminates employment voluntarily, the Participant has provided the Company with at least ninety (90) days advance written notice, in accordance with the provisions of Section 14 below, of the Participant’s retirement date or such other term of advance written notice as is determined by the Chief People Officer of the Company; or (ii) if the Company terminates the Participant’s employment, such termination is without cause, as determined by the Company in its sole discretion (“Cause”). The Participant shall also be deemed to have experienced a Qualified Retirement if the Company terminates the Participant’s employment without Cause and the Participant shall meet the age and service or other requirement Proprietary 3 Apr_2022_NQ_Award_Agreement_ELT set forth above during the severance period set forth in a written severance agreement with the Company. In the event the Participant’s termination of employment qualifies as a Qualified Retirement and the Participant also enters into a written severance agreement with the Company, the terms of this Section 8(c) or the terms of Section 8(b), whichever provides for greater benefits to the Participant, as determined by the Company in its sole discretion, shall be applied with respect to determining the vesting of the RSUs that are unvested as of the employment termination date. The pro-rated RSUs that vest upon a Qualified Retirement shall settle on the Settlement Date that would have applied had the pro-rated RSUs vested under the original schedule set forth in Section 4 of the Agreement] or [specific terms determined in advance by the Management Planning and Development Committee].

Qualified Retirement. In the event the Participant’s employment with the Company and any subsidiary of the Company terminates by reason of a “Qualified Retirement”, Participant (a) shall continue to vest in the Option for a period of three (3) years following the Participant’s retirement date and (b) may exercise the Option, to the extent vested, at any time within the period of three (3) years following the Participant’s retirement date, but not beyond the original term of the Option, in both cases as long as no government regulations or rules are violated by such continued vesting or exercise period. To the extent unvested or unexercised at the end of the three (3) year period following the Participant’s retirement date, the RSUs Option shall vest on be forfeited. In the event the Participant’s termination of employment qualifies as a pro rata basis Qualified Retirement and the Participant also enters into a severance agreement with the Company, the terms of this Section 9 shall apply with respect to the vesting and exercise of the Option as of the employment termination date and shall settle in accordance with the original schedule set forth in Section 4 of the Agreement, in an amount equal to the following: (i) the number of RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the Qualified Retirement date since the Grant Date and (B) the denominator shall be the initial number of full months in the period during which vesting is required under the award (the “Restricted Period”), minus (ii) the number of RSUs granted on the Grant Date that have vested prior to the Qualified Retirement date. For purposes of this calculation, the number of months in the numerator in subsection (A) above shall include any partial month in which the Participant has been employed. For example, if the time elapsed between the Grant Date and the Qualified Retirement date is eight (8) months and five (5) days and the Participant has been employed for such entire period, the numerator in sub-section (A) above shall be nine (9). A “Qualified Retirement” shall mean ALTERNATIVE ALTERNATIVE: [a termination of employment on or after attainment of age fifty-five (55) with at least ten (10) years of continuous service or attainment of age sixty (60) with at least five (5) years of continuous service, provided that that: (i) if the Participant terminates employment voluntarily, the Participant has provided the Company with at least ninety (90) days advance written notice, in accordance with the provisions of Section 14 below, of the Participant’s retirement date or such other term of advance written notice as is determined by the Chief People Officer of the Company; or (ii) if the Company terminates the Participant’s employment, such termination is without cause, as determined by the Company in its sole discretion (“Cause”). The Participant shall also be deemed to have experienced a Qualified Retirement if the Company Proprietary 3 Apr_2024_NQ_Award_Agreement_ELT terminates the Participant’s employment without Cause and the Participant shall meet the age and service requirement set forth above during the severance period set forth in a written severance agreement with the Company. In the event the Participant’s termination of employment qualifies as a Qualified Retirement and the Participant also enters into a written severance agreement with the Company, the terms of this Section 8(c) or the terms of Section 8(b), whichever provides for greater benefits to the Participant, as determined by the Company in its sole discretion, shall be applied with respect to determining the vesting of the RSUs that are unvested as of the employment termination date. The pro-rated RSUs that vest upon a Qualified Retirement shall settle on the Settlement Date that would have applied had the pro-rated RSUs vested under the original schedule set forth in Section 4 of the Agreement] or [specific terms determined in advance by the Management Planning and Development Committee].

Qualified Retirement. In the event the Participant’s employment with the Company and any subsidiary of the Company terminates by reason of a “Qualified Retirement”, Participant (a) shall continue to vest in the Option for a period of three (3) years following the Participant’s retirement date and (b) may exercise the Option, to the extent vested, at any time within the period of three (3) years following the Participant’s retirement date, but not beyond the original term of the Option, in both cases as long as no government regulations or rules are violated by such continued vesting or exercise period. To the extent unvested or unexercised at the end of the three (3) year period following the Participant’s retirement date, the RSUs Option shall vest on be forfeited. In the event the Participant’s termination of employment qualifies as a pro rata basis Qualified Retirement and the Participant also enters into a severance agreement with the Company, the terms of this Section 9 shall apply with respect to the vesting and exercise of the Option as of the employment termination date and shall settle in accordance with the original schedule set forth in Section 4 of the Agreement, in an amount equal to the following: (i) the number of RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the Qualified Retirement date since the Grant Date and (B) the denominator shall be the initial number of full months in the period during which vesting is required under the award (the “Restricted Period”), minus (ii) the number of RSUs granted on the Grant Date that have vested prior to the Qualified Retirement date. For purposes of this calculation, the number of months in the numerator in subsection (A) above shall include any partial month in which the Participant has been employed. For example, if the time elapsed between the Grant Date and the Qualified Retirement date is eight (8) months and five (5) days and the Participant has been employed for such entire period, the numerator in sub-section (A) above shall be nine (9). A “Qualified Retirement” shall mean ALTERNATIVE [a termination of employment on or after attainment of age fifty-five (55) with at least ten (10) years of continuous service or attainment of age sixty (60) with at least five (5) years of continuous service, provided that that: (i) if the Participant terminates employment voluntarily, the Participant has provided the Company with at least ninety (90) days advance written notice, in accordance with the provisions of Section 14 below, of the Participant’s retirement date or such other term of advance written notice as is determined by the Chief People Officer of the Company; or (ii) if the Company terminates the Participant’s employment, such termination is without cause, as determined by the Company in its sole discretion (“Cause”). The Participant shall also be deemed to have experienced a Qualified Retirement if the Company terminates the Participant’s employment without Cause and the Participant shall meet the age and service requirement set forth above during the severance period set forth in a written severance agreement with the Company. In the event the Participant’s termination of employment qualifies as a Qualified Retirement and the Participant also enters into a written severance agreement with the Company, the terms of this Section 8(c) or the terms of Section 8(b), whichever provides for greater benefits to the Participant, as determined by the Company in its sole discretion, shall be applied with respect to determining the vesting of the RSUs that are unvested as of the employment termination date. The pro-rated RSUs that vest upon a Qualified Retirement shall settle on the Settlement Date that would have applied had the pro-rated RSUs vested under the original schedule set forth in Section 4 of the Agreement] or [specific terms determined in advance by the Management Planning and Development Committee].